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Exhibit 10.28    
    


 
  AMENDMENT NO. 4    
    
    TO    
    
    LOAN AND SECURITY AGREEMENT    
    


        THIS AMENDMENT NO. 4 (this "Amendment") is entered into as of March 8, 2004, by and among BUCYRUS INTERNATIONAL, INC., a corporation organized under
the laws of the State of Delaware ("Bucyrus"), MINSERCO, INC., a corporation organized under the laws of the State of Delaware ("Minserco") and BOONVILLE MINING SERVICES, INC., a
corporation organized under the laws of the State of Delaware ("Boonville"), (Bucyrus, Minserco and Boonville, each a "Borrower" and collectively, the "Borrowers"), BUCYRUS CANADA LIMITED, a
corporation organized under the laws of the Province of Ontario ("Bucyrus Canada"), BUCYRUS HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware ("Holdings"),
(Holdings and, Bucyrus Canada, each a "Guarantor" and collectively, the "Guarantors"), the financial institutions which are now or which hereafter become a party hereto (each a "Lender" and
collectively, the "Lenders"), GMAC COMMERCIAL FINANCE, LLC, a limited liability company organized under the laws of the State of Delaware ("GMACCF"), as agent for Lenders (GMACCF, in such capacity,
the "Agent") and BANK ONE, WISCONSIN ("BOW"), as syndication agent for Lenders (BOW, in such capacity, the "Syndication Agent"). 


 
 

BACKGROUND    
    


        Borrowers, Guarantors, Agent, Syndication Agent and Lenders are parties to a Loan and Security Agreement dated as of March 7, 2002 (as amended by Amendment
No. 1 to Loan and Security Agreement dated as of December 31, 2002, Amendment No. 2 to Loan and Security Agreement dated as of January 9, 2003, a letter amendment dated as
of December 31, 2002 and Amendment No. 3 to Loan and Security Agreement and Waiver dated as of November 13, 2003, and as hereafter amended, restated, supplemented or otherwise
modified from time to time, the "Loan Agreement") pursuant to which Agent and Lenders provide Borrowers with certain financial accommodations. 


        Borrowers
have requested Agent and Lenders to increase the sublimit for Letters of Credit, and Agent and Lenders are willing to do so on the terms and conditions hereafter set forth. 


        NOW,
THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to or for the account of Borrowers by Agent and Lenders, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 



        1.    Definitions.    All capitalized terms not otherwise defined herein shall have the meanings given to them in the
Loan Agreement. 


        2.    Amendment to Loan Agreement.    Subject to satisfaction of the condition precedent set forth in  Section 3 below, the
second sentence of Section 2.8 of the Loan Agreement is hereby amended by deleting "$10,000,000" appearing therein
and by inserting "$20,000,000" in lieu thereof. 


        3.    Condition of Effectiveness.    This Amendment shall become effective upon Agent's receipt of four
(4) copies of this Amendment, executed by all Borrowers, Guarantors and Lenders. 


        4.    Representations and Warranties.    Each Borrower hereby represents and warrants as follows: 



        (a)   This
Amendment and the Loan Agreement, as amended hereby, constitute legal, valid and binding obligations of each Borrower and are enforceable against each Borrower in
accordance with their respective terms. 


        (b)   Upon
the effectiveness of this Amendment, each Borrower hereby reaffirms all covenants, representations and warranties made in the Loan Agreement to the extent the same
are not 










amended
hereby, and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment. 



        (c)   No
Event of Default or Default has occurred and is continuing or would exist after giving effect to this Amendment. 


        (d)   No
Borrower has any defense, counterclaim or offset with respect to the Loan Agreement. 




        5.    Effect on the Loan Agreement.    



        (a)   Upon
the effectiveness of Section 2 hereof, each reference in the Loan Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import shall mean and be a reference to the Loan Agreement as amended hereby. 


        (b)   Except
as specifically amended herein, the Loan Agreement, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall
remain in full force and effect, and are hereby ratified and confirmed. 


        (c)   The
execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agent or Lenders, nor constitute a waiver of
any provision of the Loan Agreement, or any other documents, instruments or agreements executed and/or delivered under or in connection therewith. 




        6.    Governing Law.    This Amendment shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York. 



        7.    Headings.    Section headings in this Amendment are included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other purpose. 


        8.    Counterparts; Facsimile.    This Amendment may be executed by the parties hereto in one or more counterparts,
each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed
to be an original signature hereto. 


        IN
WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written above. 



	 	 	BUCYRUS INTERNATIONAL, INC.
	

 	
 	

By:	

/s/  C. R. MACKUS      

	 	 	Name:	C. R. Mackus
	 	 	Title:	Vice President-Finance and Secretary
	

 	
 	

MINSERCO, INC.
	

 	
 	

By:	

/s/  C. R. MACKUS      

	 	 	Name:	C. R. Mackus
	 	 	Title:	Vice President-Finance, Secretary and Assistant Treasurer
	

 	
 	

BOONVILLE MINING SERVICES, INC.
	

 	
 	

By:	

/s/  C. R. MACKUS      

	 	 	Name:	C. R. Mackus
	 	 	Title:	Vice President-Finance, Treasurer and Secretary
	 	 	 	 







	

 	
 	

BUCYRUS CANADA LIMITED

(as Guarantor)
	

 	
 	

By:	

/s/  C. R. MACKUS      

	 	 	Name:	C. R. Mackus
	 	 	Title:	Vice President and Treasurer
	

 	
 	

BUCYRUS HOLDINGS, LLC

(as Guarantor)
	

 	
 	

By:	

/s/            

	 	 	Name:	 
	 	 	Title:	 
	

 	
 	

GMAC COMMERCIAL FINANCE, LLC, as a Lender and as Agent
	

 	
 	

By:	

/s/  FRANK DICEGLIE      

	 	 	Name:	Frank DiCeglie
	 	 	Title:	Director
	

 	
 	

BANK ONE, WISCONSIN
	

 	
 	

By:	

/s/  RICHARD P. CRAIG      

	 	 	Name:	Richard P. Craig
	 	 	Title:	First Vice President
	

 	
 	

MARINE BANK
	

 	
 	

By:	

/s/  WILLIAM E. SHAW      

	 	 	Name:	William E. Shaw
	 	 	Title:	Senior Vice President
	

 	
 	

LASALLE BANK NATIONAL ASSOCIATION
	

 	
 	

By:	

/s/  DUSKO MARINOVIC      

	 	 	Name:	Dusko Marinovic
	 	 	Title:	Vice President











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Exhibit 10.28


AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT

BACKGROUND